REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ______, 2006, by and among, Churchill Ventures Ltd., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
Agreement made as of [_____], 2006 between Churchill Ventures Ltd., a Delaware corporation, with offices at 50 Revolutionary Road, Scarborough, New York 10510 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ______________________________Subscription Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of __________, 2006, is entered into by and among Churchill Ventures Ltd., a Delaware corporation (the “Company”), and Churchill Capital Partners LLC, a Delaware limited liability company (“Sponsor”).
CHURCHILL VENTURES LTD. 50 REVOLUTIONARY ROAD SCARBOROUGH, NEW YORK 10510Churchill Ventures LTD • September 12th, 2006 • Blank checks
Churchill Ventures Ltd., a Delaware corporation (the “Company”) and Churchill Capital Partners LLC, a Delaware limited liability company (the “Subscriber”) entered into an amended and restated subscription agreement, dated as of July 6, 2006 (the “Amended and Restated Subscription Agreement”), whereby the Subscriber purchased 3,160,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company for an aggregate purchase price of US$15,800. Effective as of September 5, 2006, the Company agrees to purchase 125,000 shares (the “Shares”) of Common Stock held by the Subscriber, retire the Shares and return $625 to the Subscriber in order to effect a reduction in capital of the Company.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT ______________________________Subscription Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Amended and Restated Subscription Agreement (the “Agreement”), amends and restates the Subscription Agreement, dated as of July 6, 2006, between the Company and the Subscriber and supercedes all prior understandings among the parties hereto with respect to the following.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2006 • Churchill Ventures LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of __________, 2006, by and between Churchill Ventures Ltd., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, NA (the “Trustee”).
